Form 8-K JELD-WEN Holding, Inc. For: Aug 03
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 5, 2022, JELD-WEN Holding, Inc. (the “Company”) announced the resignation of Gary S. Michel as Chair and CEO, effective August 3, 2022, and the appointment of Kevin C. Lilly as Interim CEO while the Board conducts a search for a permanent replacement. Mr. Lilly most recently served as the Company’s Executive Vice President and Chief Information Officer. David Nord, who is currently an independent director, has been elected to serve as the non-executive Chair of the Board. Mr. Nord will receive compensation for his services as non-executive Chair pursuant to the Company’s non-employee director compensation policy. The Board also reduced the size of the Board to seven directors.
Mr. Michel will receive the separation payments and benefits provided under his employment agreement for a resignation as a qualifying termination. Additionally, Mr. Michel will receive $90,411 in lieu of 30 days’ notice and a lump sum cash payment equivalent to 18 months of COBRA coverage. The restricted stock units and performance stock units granted to Mr. Michel on February 11, 2020 will vest in accordance with the terms of such restricted stock units and performance stock units (based on actual performance), as applicable, on February 11, 2023 as if Mr. Michel were still employed by the Company. Mr. Michel also will receive a lump sum cash payment of $175,000, representing the cash value of a pro-rated portion of the special restricted stock units granted to him on February 16, 2022, and he will be able to exercise any vested stock options he currently holds until three years after his separation. Following his separation, Mr. Michel will continue to be subject to certain restrictive covenants, including non-competition and non-solicitation covenants.
In connection therewith, the Company entered into an Interim CEO Amendment to Executive Employment Agreement (the “Employment Agreement”) with Mr. Lilly. The Employment Agreement provides for at-will employment until Mr. Lilly’s appointment as Interim CEO is terminated by the Board; an annual base salary of $450,000; for the time Mr. Lilly serves as Interim CEO, an annual stipend of $475,000 to be prorated and payable on a bi-weekly basis and a target annual bonus of 110% of Mr. Lilly’s base salary plus stipend (with a minimum guaranteed annual bonus for 2022 of $250,000); and target annual long-term incentive awards equal to 140% of Mr. Lilly’s base salary (and a maximum of 210% of Mr. Lilly’s base salary). In addition, Mr. Lilly is subject to certain restrictive covenants during his tenure with the Company, including two-year post-termination non-competition and non-solicitation covenants.
Mr. Lilly, age 61, joined the Company as Senior Vice President and Chief Information Officer in February 2019 and was promoted to Executive Vice President and Chief Information Officer in July 2022. Prior to joining the Company, he served as Vice President of IT at Trane Technologies (formerly Ingersoll Rand) from 2011 to 2019. Mr. Lilly received his bachelor’s degree in business administration from Houghton College and attended the executive graduate program at the Thunderbird School of Global Management.
There is no arrangement or understanding between Mr. Lilly and any other person pursuant to which Mr. Lilly has been appointed as Interim CEO. There are no family relationships between Mr. Lilly and any of the Company’s directors or executive officers, and Mr. Lilly is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company issued a press release regarding these announcements and a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Number | Description | |
| 99.1 | Press Release issued by JELD-WEN Holding, Inc. on August 5, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 5, 2022 | JELD-WEN HOLDING, INC. | |||||
| By: | /s/ Roya Behnia | |||||
| Roya Behnia | ||||||
| EVP, Chief Legal Officer and Corporate Affairs | ||||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release issued by JELD-WEN Holding, Inc. on August 5, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
Exhibit 99.1
JELD-WEN Announces Leadership Changes
Appoints Interim CEO
Elects New Chair; Separates Chair and CEO Roles
FOR IMMEDIATE RELEASE
CHARLOTTE, N.C., August 5, 2022—JELD-WEN Holding, Inc. (NYSE: JELD) today announced that its Board of Directors has accepted the resignation of Gary S. Michel as chair and CEO. Upon his resignation, the Board appointed Kevin C. Lilly, most recently the company’s executive vice president and chief information officer, as interim CEO. In addition, current independent director David G. Nord, former chairman and CEO of Hubbell Incorporated, was elected chair of JELD-WEN’s Board of Directors. The Board has initiated a comprehensive search for a new CEO, including consideration of both internal and external candidates.
“We appreciate Gary’s leadership and contributions to the company during his tenure,” commented Nord. “JELD-WEN remains committed to delivering long-term value to our shareholders. We have confidence in Kevin’s leadership and will work closely with him and the management team to ensure that this change is seamless for our customers, shareholders and associates. The Board is committed to conducting a thorough search to identify the best candidate to lead JELD-WEN’s continued growth and transformation.”
Lilly said, “I am honored to serve in this role at this important time. JELD-WEN is a leading global manufacturer of high-quality building products with talented people and world-class brands. I look forward to working alongside the Board, our leadership team and associates to realize our full potential.”
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About JELD-WEN Holding, Inc.
Headquartered in Charlotte, N.C., JELD-WEN is a leading global manufacturer of high-performance interior and exterior building products, offering one of the broadest selections of windows, interior and exterior doors, and wall systems. JELD-WEN delivers a differentiated customer experience, providing construction professionals with durable, energy-efficient products and labor-saving services that help them maximize productivity and create beautiful, secure spaces for all to enjoy. The JELD-WEN team is driven by innovation and committed to creating safe, sustainable environments for customers, associates, and local communities. The JELD-WEN family of brands includes JELD-WEN® worldwide; LaCantina™ and VPI™ in North America; Swedoor® and DANA® in Europe; and Corinthian®, Stegbar®, and Breezway® in Australia. Visit JELD-WEN.com for more information.
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JELD-WEN, Inc. 2645 Silver Crescent Drive, Charlotte, NC 28273 USA www.jeld-wen.com |
Investor Relations Contact:
JELD-WEN Holding, Inc.
Chris Teachout
Director, Investor Relations
704-378-7007
Media Contact:
JELD-WEN Holding, Inc.
Colleen Penhall
Vice President, Corporate Communications
980-322-2681
Forward-Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business strategies and ability to execute on our plans, market potential, future financial performance, customer demand, the potential of our categories, brands and innovations, the impact of our footprint rationalization and modernization program, the impact of acquisitions and divestitures on our business and our ability to maximize value and integrate operations, our pipeline of productivity projects, the estimated impact of tax reform on our results, litigation outcomes, and our expectations, beliefs, plans, objectives, prospects, assumptions, or other future events. Forward-looking statements are generally identified by our use of forward-looking terminology such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “potential”, “predict”, “seek”, or “should”, or the negative thereof or other variations thereon or comparable terminology. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans, expectations, assumptions, estimates, and projections of our management. Although we believe that these statements are based on reasonable expectations, assumptions, estimates and projections, they are only predictions and involve known and unknown risks, many of which are beyond our control that could cause actual outcomes and results to be materially different from those indicated in such statements.
Risks and uncertainties that could cause actual results to differ materially from such statements include risks associated with the impact of the COVID-19 pandemic on the company and our employees, customers, and suppliers, and other factors, including the factors discussed in our Annual Reports on Form 10-K and our other filings with the Securities and Exchange Commission.
The forward-looking statements included in this release are made as of the date hereof, and except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this release.
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